EXHIBIT 99.(p)(2)
FUNDS DISTRIBUTOR, INC.
PREMIER MUTUAL FUND SERVICES, INC.
CODE OF ETHICS May 1, 2000
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Part A. General (All Employees)
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All employees are expected to help protect and enhance the assets and
reputation of Funds Distributor, Inc. and Premier Mutual Fund Services, Inc.
(together, the "Company"). Every individual with whom we come into contact must
believe in our honesty, integrity and dependability.
In the rapidly evolving businesses in which we are engaged, each
employee is challenged by a complex environment often requiring fast responses
under high pressure. No written policy can definitively state for employees the
appropriate action for all business situations. Accordingly, this Code
emphasizes a norm or standard of conduct that must permeate all business
dealings and relationships rather than a set of specific rules.
Part B of this Code ("Part B") is directed to the particular objective
of compliance with Rule 17j-1 under the Investment Company Act of 1940, as
amended (the "1940 Act") as such provisions are applicable to "Access Persons"
(defined in Part B). Access Persons include, among others, officers of mutual
funds and persons in a position to gain special knowledge about the investment
transactions and investment intentions of a mutual fund. Although the procedural
requirements of Part B apply only to Access Persons, all Company employees
should be familiar with Part B and conduct their personal activities
consistently with the standards set forth in Part B.
All Company employees also should be familiar with and adhere to the
Company's Policy on Insider Trading and Other Misuse of Nonpublic Information
(the "Insider Trading Policy"), which, among other things, requires the
automatic forwarding of employee brokerage statements to the Company's General
Counsel. In addition, this Code requires all employees to adhere to all Company
policies, including, without limitation, those governing equal employment
opportunity, and sexual harassment.
I. Management Responsibility
Managers by virtue of their positions of authority play a particularly
important role in developing the commitment and ability of employees whom they
manage to make sound ethical judgments. This requires recognition of the ethical
issues often inherent in business decisions, analysis of the ethical aspects of
very complex situations, and knowing when to seek assistance in determining the
ethical course of action. Other aspects of ethical leadership include:
(i) Ensuring that your own conduct is above reproach;
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(ii) Communicating personal support for, and the seriousness of, ethical
conduct;
(iii) Educating employees in all aspects of ethical conduct;
(iv) Creating an environment that encourages employees to voice ethical
concerns and supporting those who speak out for honesty and integrity;
(v) Avoiding creating pressures and circumstances which influence
employees to produce results which are not reasonable and which may
inadvertently cloud the judgment of otherwise ethical employees; and
(vi) Ensuring that claims about our own products and services are valid and
honest while avoiding disparagement or unfair treatment of
competitors.
II. Financial Records and Reporting
Each employee involved in the preparation of the Company's financial
statements, records and reports must do so in accordance with the letter and
spirit of generally accepted accounting standards and all other applicable laws,
regulations and standards. All records must accurately and completely reflect
the financial condition of the Company.
Federal and other laws require accurate recordkeeping and accounting
and impose civil and criminal penalties on individuals and companies that
violate these requirements. Any attempts to create false or misleading records
are forbidden. Both law and company policy require that no undisclosed funds or
accounts shall be established for any purpose. Moreover, Company policy
prohibits any employee from knowingly making a misleading, incomplete or false
statement to an accountant or an attorney in connection with an audit or any
filing with a governmental or regulatory agency.
III. Conflicts of Interest
Every employee must avoid conduct that conflicts, or appears
to conflict, with his or her duty to the Company. All
employees should conduct themselves such that a reasonable
observer, whether a client, supplier, fellow employee, or
regulator, would have no grounds for belief that a conflict of
interest exists.
Employees are not permitted to self-deal or otherwise to use their
positions with the Company to further their own or any other related person's
business opportunities. A related person is any family member, any person
residing in the same household as the employee, any person with whom the
employee has a direct or indirect personal relationship, or any organization or
business activity in which the employee has an interest.
From time to time, situations will arise that are not clear-cut. If you
are uncertain about the propriety of your conduct or business relationships
consult your manager. If you determine
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that a conflict does exist please report it immediately to the General
Counsel of the Company. In either case, you can be sure that any such discussion
will be held in confidence.
Employees should be aware of the following specific guidelines
regarding conflicts of interest:
(A) No employee should use his or her position with the Company or
information acquired during employment in a manner that may
create a conflict, or the appearance of a conflict, between
personal interests and those of the Company. If a conflict or
potential conflict arises, report it immediately to the General
Counsel of the Company.
For example, Company policy does not permit you to:
(1) Accept, directly or indirectly, any money or object of value
from any person or enterprise which has or is seeking
business with the Company which may affect, or appear to
influence, your business judgment. You should not offer
excessive gifts or entertainment to others whose business
the Company may be seeking. You may accept business-related
meals, entertainment, gifts or favors when the value
involved is not significant and clearly will not place you
under any obligation to the donor.
(2) Accept simultaneous employment with any concern that does
business or competes with the Company, or with any other
concern if that employment would interfere with your
full-time and efficient service as an employee of the
Company. In addition, if a related person works for a
company or firm either in direct competition with or which
does business with the Company and occupies a position that
can influence decisions affecting lines of business of such
other company or firm which compete with the Company's
businesses or which relate to the business such other
company conducts with the Company, you must disclose such
related person's position on the attached agreement.
(B) Certain situations require approval before you become involved.
Specifically, you must submit a request to the General Counsel
before you:
(1) Serve as a director, general partner, or officer of any
unaffiliated business organization. This rule does not apply
to charitable, civic, religious, public, political, or
social organizations, the activities of which do not
conflict with the interests of the Company and do not impose
excessive demands on your time.
(2) Obtain an interest in any enterprise which has or is seeking
to establish business relations with the Company. However,
employees may invest in stock or other securities of
publicly-owned companies.
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(C) From time to time situations also occur that must be disclosed to
the Company's General Counsel. Examples of such situations
include:
(1) Business opportunities, commissions or other financial
arrangements that are offered to related persons by persons
or firms that are customers, vendors, or business partners
of the Company. The Company requires such disclosure to make
a determination of the appropriateness of such offers
beforehand and to prevent even the appearance that Company
employees might be improperly using their positions in the
Company to promote the persona1 or financial interests of
related persons.
(2) Acquisitions of Company property or services on terms other
than those available to the general public or other than
those established by Company policy.
These guidelines are intended to protect both you and the Company from
conflicts of interest, divided loyalties, and situations that create the
perception of impropriety. They will help to prevent you from compromising your
ability to act solely in the Company's interest and aid you in complying with
existing laws and regulations.
IV. Proprietary Information and Trade Secrets
All persons who work for the Company learn, to a greater or lesser
degree, facts about the Company's business methods that are not known to the
general public or to competitors. For example, customer lists, the terms or fees
offered to a particular customer, or marketing or strategic plans, may give the
Company an advantage and must not be disclosed. In addition, such things as
internal processing arrangements or proprietary systems developments must not be
disclosed. These are just a few examples.
Because these trade practices or methods are developed by employees in
the course of their jobs for which the Company pays them a salary, these matters
are the property of the Company, and it is important to the continued success of
the Company that they remain known only to the Company.
Therefore, except as a duly authorized senior officer of the Company
may otherwise consent in writing, you shall not at any time disclose or use,
either during or subsequent to your employment by the Company, any information,
knowledge or data you receive or develop during your employment which is
considered proprietary by the Company. This includes, but is not limited to,
information stored for business purposes on any computer system (e.g.,
mainframes, individual terminals and personal computers) and software used by
the Company.
In addition, no employee shall disclose information which relates to
the Company's secrets as contained in business processes, methods, compositions,
improvements, inventions, discoveries or otherwise, or which the Company has
received in confidence from others. On the other hand, the Company will not ask
you to reveal, and no employee shall disclose to the Company, the proprietary
information or trade secrets of others.
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V. Insider Trading
The Company believes that it is inconsistent with its
reputation for integrity (as well as being illegal) for any
employee to trade in securities on the basis of material,
nonpublic, or "inside," information about the issuer
obtained as a result of the employee's affiliation with the
Company or a client of the Company, or otherwise.
Employees should consult the Company's Insider Trading Policy for a
more detailed discussion of this issue.
VI. Compliance with Laws and Regulations
The policy of the Company is to comply in all respects with all
applicable rules and regulations of the Securities and Exchange Commission and
the National Association of Securities Dealers, Inc. and with all applicable
federal, state and local laws and regulations in the United States and in any
other countries in which we operate. To this end, the Company has established
and maintained various practices and procedures (including assigning management
oversight responsibilities) which collectively comprise a corporate program
intended to promote ethical behavior of employees and agents and to prevent and
detect criminal conduct. These practices and procedures must be periodically
reviewed and compliance activities properly recorded in order to assure
compliance with applicable standards.
In addition, employees should be sensitive to the various equal
employment opportunity laws and to the Company's strong policy against sexual
harassment.
The Company will exercise due diligence in attempting to detect and to
prevent criminal conduct by employees and agents. In this regard from time to
time the General Counsel may circulate specific laws and regulations because of
their high degree of relevance to your activities. However, all employees are
expected to be familiar with the laws and regulations that relate to the
performance of their jobs and, if in doubt, to seek advice from the General
Counsel as to what those laws and regulations are.
VII. Administration of the Code
The Company's Code of Ethics calls for you to abide by the policies set
forth in this Code. Exceptions to these policies may be granted only by the
General Counsel, who is responsible for the interpretation of the Code.
To the extent that the Company has adopted or in the future may adopt
specific policies pertaining to any of the matters covered in the Code of
Ethics, the Code also mandates your agreement to abide by the terms of such
policies. Neither this Code nor your agreement to abide it is meant to vary or
supersede the regular terms and conditions of your employment by the Company or
to constitute an employment contract.
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All employees are required to review the Code of Ethics annually and to
complete, sign and return a statement acknowledging their agreement to abide by
the Code. The Company takes the matters discussed in this Code very seriously.
Violations of the Code may result in disciplinary actions up to and including
termination of employment.
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Part B. Compliance with Rule 17j-1 (Access Persons)
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Part B has been adopted by the Company in compliance with Rule 17j-1
under the 1940 Act with respect to Funds (defined below) for which the Company
serves as principal underwriter ("Client Funds"). The purpose of Part B is to
establish standards and procedures for the detection and prevention of
activities by which persons having knowledge of the investments and investment
intentions of a Client Fund may abuse their fiduciary duties to the Client Fund
or the Company, and otherwise to deal with the types of conflict of interest
situations to which Rule 17j-1 is designed to address.
Although certain provisions of Part B apply only to Access Persons
(defined below), all Company employees must recognize that they are expected to
conduct their personal activities in accordance with the standards set forth in
Part B. Therefore, a Company employee may not engage in any investment
transaction under circumstances in which the Company employee benefits from or
interferes with the purchase or sale of investments by a Client Fund. In
addition, Company employees may not use information concerning the investments
or investment intentions of a Client Fund for personal gain or in a manner
detrimental to the interests of the Client Fund.
Company employees may not engage in conduct that is deceitful,
fraudulent or manipulative, or that involves false or misleading statements, in
connection with the purchase or sale of investments by a Client Fund. In this
regard, Company employees should recognize that Rule 17j-1 makes it unlawful for
any principal underwriter of a Fund, or any affiliated person of such principal
underwriter, directly or indirectly, in connection with the purchase or sale,
directly or indirectly, by the person of a Security Held or to be Acquired
(defined below) by the Fund to:
(i) employ any device, scheme or artifice to defraud the Fund;
(ii) make any untrue statement of a material fact to the Fund or
omit to state to the Fund a material fact necessary in order
to make the statements made, in light of the circumstances
under which they are made, not misleading;
(iii) engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon the Fund;
or
(iv) engage in any manipulative practice with respect to the Fund.
Company employees should also recognize that a violation of this Code
or of Rule 17j-1 may result in the imposition of: (1) sanctions as provided by
Section VI below; or (2) administrative, civil and, in certain cases, criminal
fines, sanctions or penalties.
I. Applicability
The only persons subject to the prohibited transaction and reporting
provisions of Part B (Sections III and V) are those Company employees who are
Access Persons.
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II. Definitions
(A) "Access Person" means (i) any director, officer, general partner
or Advisory Person of a Fund or (ii) any director, officer,
general partner of the Company who, in the ordinary course of
business, makes, participates in or obtains information
regarding, the purchase or sale of Covered Securities by a Client
Fund, or whose functions or duties in the ordinary course of
business relate to the making of any recommendation to the Client
Fund regarding the purchase or sale of Covered Securities.
For purposes of Part B, Access Persons do not include persons
within the definition of Access Person solely though a
relationship with a Fund that is a money market fund or whose
series consist only of money market funds.
(B) An "Advisory Person" of a Fund means: (i) any officer or employee
of the Fund who, in connection with his or her regular functions
or duties, makes, participates in, or obtains information
regarding the purchase or sale of Covered Securities by the Fund,
or whose functions relate to the making of any recommendations
with respect to the purchases or sales; or (ii) any natural
person in a Control relationship to the Fund who obtains
information concerning recommendations made to the Fund with
regard to the purchase or sale of Covered Securities by the Fund.
(C) "Beneficial Ownership" is interpreted in the same manner as it
would be under Rule 16a-1(a)(2) under the Securities Exchange Act
of 1934 (the "1934 Act") in determining whether a person is a
beneficial owner of a security for purposes of Section 16 of the
1934 Act and the rules and regulations thereunder.
(D) "Compliance Officer" means the General Counsel of the Company or
his or her designate.
(E) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act.
(F) "Covered Security" means a security as defined in Section
2(a)(36) of the 1940 Act, to wit: any note, stock, treasury
stock, bond, debenture, evidence of indebtedness, certificate of
interest or participation in any profit-sharing agreement,
collateral-trust certificate, preorganization certificate or
subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security,
fractional undivided interest in oil, gas, or other mineral
rights, any put, call, straddle, option, or privilege on any
security (including a certificate of deposit) or on any group or
index of securities (including any interest therein or based on
the value thereof), or any put, call, straddle, option, or
privilege entered into on a national securities exchange relating
to foreign currency, or, in general, any interest or instrument
commonly known as a "security," or any certificate of interest or
participation in, temporary or interim
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certificate for, receipt for, guarantee of, or warrant or right
to subscribe to or purchase, any of the foregoing. References to
a Covered Security in Part B shall be deemed to include any
warrant for, option in, or security immediately convertible into
that Covered Security, and shall also include any instrument that
has an investment return or value that is based, in whole or in
part, on that Covered Security.
Covered Securities do not include: (i) direct obligations of the
Government of the United States; (ii) bankers' acceptances, bank
certificates of deposit, commercial paper and high quality
short-term debt instruments, including repurchase agreements; and
(iii) shares issued by open-end Funds.
(G) A "Fund" means an investment company registered under the 1940
Act.
(H) "Security Held or to be Acquired" by a Fund means: (i) any
Covered Security that, within the most recent 15 days: (A) is or
has been held by the Fund; or (B) is being or has been considered
by the Fund or its investment adviser for purchase by the Fund;
and (ii) any option to purchase or sell, and any security
convertible into or exchangeable for, a Covered Security
described in this paragraph (H).
III. Prohibited Transactions
(A) An Access Person may not purchase or otherwise acquire direct or
indirect Beneficial Ownership of any Covered Security, and may
not sell or otherwise dispose of any Covered Security in which he
or she has direct or indirect Beneficial Ownership, if he or she
knows at the time of entering into the transaction that: (1) a
Fund has purchased or sold the Covered Security within the last
15 calendar days, or is purchasing or selling or intends to
purchase or sell the Covered Security in the next 15 calendar
days; or (2) a Fund has within the last 15 calendar days
considered purchasing or selling the Covered Security or within
the next 15 calendar days intends to consider purchasing or
selling the Covered Security, unless such Access Person obtains
advance clearance of such transaction pursuant to Section IV.
(B) The prohibitions of this Section do not apply to:
(1) Purchases that are made by reinvesting cash dividends
pursuant to an automatic dividend reinvestment program
("DRIP") (this exception does not apply, however, to
optional cash purchases pursuant to a DRIP).
(2) Purchases of rights issued by an issuer pro rata to all
holders of a class of its securities, if such rights were
acquired from such issuer, and the exercise of such rights.
(3) Transactions in futures contracts on U.S. Treasury
obligations (and related options) effected on a U.S.
commodities exchange.
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(4) Involuntary (i.e., non-volitional) purchases and sales of
Covered Securities.
(5) Transactions in an account over which the Access Person does
not exercise, directly or indirectly, any influence or
control.
(6) Purchases or sales of Covered Securities that are not
eligible for purchase or sale by any Client Fund.
(7) "De minimis" transactions, defined as any purchase or sale
of a Covered Security by an Access Person where (i) the
security is included in the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500") or whose market
capitalization and average daily trading volume
substantially similar to securities included in the S&P 500;
and (ii) the transaction involves no more $5,000.
If, during any two consecutive calendar quarters, aggregate
purchase or sale transactions by the Access Person in shares
of the same issuer exceed a cumulative value of $15,000,
subsequent transactions in the issuer's securities shall no
longer be regarded as "de minimis" transactions.
(C) The prohibitions of this Section, the pre-clearance requirements
of Section IV, and the reporting requirements of Section V apply
to securities acquired or disposed of in non-brokered
transactions, such as purchases and sales of securities in a
private offering and securities acquired directly from an issuer
(other than DRIP purchases and the purchase or exercise of rights
in accordance with clause (B)(1) or (B)(2) above).
IV. Pre-clearance Procedures
(A) From Whom Obtained.
Pre-clearance of a personal transaction in a Covered Security
required to be pre-cleared pursuant to Section III above must be
obtained from the Compliance Officer. A Compliance Officer
seeking pre-clearance with respect to his or her own transaction
shall obtain such clearance from the General Counsel, or, if such
person is the General Counsel or the General Counsel is
unavailable, from an Executive Vice President who is also a
registered principal.
(B) Time of Clearance.
(1) Access Persons may pre-clear trades only in cases where they
have a present intention to effect a transaction in the
Covered Security for which pre-clearance is sought. It is
not appropriate for an Access Person to obtain a general or
open-ended pre-clearance to cover the eventuality that he or
she may buy or sell a Covered Security at some future time.
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(2) Pre-clearance of a trade shall be valid and in effect only
for a period of 24 hours from the time pre-clearance is
given; provided, however, that a pre-clearance expires upon
the person becoming aware of facts or circumstances that
would prevent a proposed trade from being pre-cleared were
such facts or circumstances made known to the Compliance
Officer.
(C) Form.
Clearance must be obtained in writing by completing and signing
the form provided for that purpose by the Company, which form
shall set forth the details of the proposed transaction, and
obtaining the signature of a Clearing Officer.
V. Reports by Access Persons
(A) Initial Holdings Reports.
Within ten (10) days after the person becomes an Access Person,
each Access Person shall make a written report of his or her
current holdings to the Compliance Officer (an "Initial Holdings
Report").
A Initial Holdings Report shall be on a report form approved by
the Compliance Officer and must contain the following
information:
(1) The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct
or indirect beneficial ownership when the person became an
Access Person;
(2) The name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were
held for the direct or indirect benefit of the Access Person
as of the date the person became an Access Person; and
(3) The date that the report is submitted by the Access Person.
(B) Quarterly Transaction Reports.
Within ten (10) days after the end of each calendar quarter, each
Access Person shall make a written report to the Compliance
Officer of all transactions occurring in the quarter by which he
or she acquired or disposed of a direct or indirect Beneficial
Ownership in any Covered Security (a "Quarterly Securities
Transaction Report").
A Quarterly Securities Transaction Report shall be on a report
form approved by the Compliance Officer and must contain the
following information with respect to each reportable
transaction:
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(1) The date of the transaction, the title, the interest rate
and maturity date (if applicable), the number of shares and
the principal amount of each Covered Security involved;
(2) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(3) The price of the Covered Security at which the transaction
was effected;
(4) The name of the broker, dealer or bank with or through which
the transaction was effected; and
(5) The date that the report is submitted by the Access Person.
A Quarterly Securities Transaction Report may contain a statement
that the report is not to be construed as an admission that the
person making it has or had any direct or indirect Beneficial
Interest in any Covered Security to which the report relates.
Alternative reporting:
A Quarterly Securities Transaction Report may consist of broker
trade confirmations or account statements or similar material
received by the Company with respect to the Access Person if all
of the required information is contained in this material and
such material is received within the required time period.
To the extent a Company employee is deemed an Access Person
hereunder solely because of an official capacity with a Client
Fund (i.e., officership or directorship), he or she may comply
with the requirements to file Quarterly Securities Transaction
Report to the extent the Access Person has filed a similar report
with the Fund so long as (1) the Access Person submits to the
Compliance Officer a copy of such report at the time of
submission to the Client Fund and (2) the form of such report is
sufficient in the view of the Compliance Officer and is otherwise
consistent with Rule 17j-1.
(C) Annual Holdings Reports.
Annually, each Access Person shall make a written report of his
or her current holdings to the Compliance Officer (an "Annual
Holdings Report").
An Annual Holdings Report shall be on a report form approved by
the Compliance Officer and must contain the following information
(which information must be current as of a date no more than 30
days before the report is submitted):
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(1) The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct
or indirect beneficial ownership;
(2) The name of any broker, dealer or bank with whom the Access
Person maintains an account in which any securities are held
for the direct or indirect benefit of the Access Person; and
(3) The date that the report is submitted by the Access Person.
(D) Responsibility to Report.
It is the responsibility of each Access Person to take the
initiative to comply with the requirements of this Section V. Any
effort by the Company to facilitate the reporting process does
not change or alter that responsibility.
VI. Sanctions
Any violation of Part B shall be subject to the imposition of such
sanctions by the Company as may be deemed appropriate under the circumstances to
achieve the purposes of Rule 17j-1 and Part B. The sanctions to be imposed shall
be determined by Company. Sanctions may include, but are not limited to,
suspension or termination of employment or a letter of censure.
VII. Administration and Construction of Part B
(A) The administration of Part B shall be the responsibility of the
Compliance Officer.
(B) The duties of the Compliance Officer are as follows:
(1) Continuous maintenance of a current list of the names of all
Access Persons with an appropriate description of their
title or employment, and informing all Access Persons of
their reporting obligations hereunder;
(2) On an annual basis, providing every Access Person with a
copy of Part B and informing such persons of their duties
and obligations under Part B;
(3) Maintaining or supervising the maintenance of all records
and reports required by Part B;
(4) Issuance either personally or with the assistance of counsel
as may be appropriate, of any interpretation of Part B that
may appear consistent with the objectives of Rule 17j-1 and
Part B;
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(5) Conduct of such inspections or investigations as shall
reasonably be required to detect and report, with
recommendations, any apparent violations of Part B to Client
Funds as appropriate; and
(6) Submission to the Board of Directors of each Fund that has
approved the Code of any material change to the Code
promptly, and in no case later than six months after
adoption of such change.
(C) The Compliance Officer shall maintain and cause to be maintained
in an easily accessible place at its principal place of business,
the following records:
(1) A copy of each code of ethics for the organization that is
in effect, or at any time within the past five years was in
effect;
(2) A record of any violation of Part B, and of any action taken
as a result of the violation for at least five years after
the end of the fiscal year in which the violation occurs;
(3) A copy of each report made by an Access Person as required
by this section, including any information provided in lieu
of the reports under Section V (alternative reporting), for
at least five years after the end of the fiscal year in
which the report is made or the information is provided;
(4) A record of all persons, currently or within the past five
years, who are or were required to make reports under Part
B, or who are or were responsible for reviewing these
reports; and
(5) A copy of each report required by Section VIII(B) below for
at least five years after the end of the fiscal year in
which it is made.
VIII. Certification
(A) In connection with the approval of the Code or any amendment
thereto by the Board of Directors of a Client Fund, the Company
must furnish to the Board a written report that certifies that
the Company has adopted procedures reasonably necessary to
prevent Access Persons from violating the Code; provided,
however, that this requirement does not apply to the Company with
respect to any particular Fund unless (i) the Company is an
affiliated person of the Fund or of the Fund's investment
adviser; or (ii) an officer, director or general partner of the
Company serves as an officer, director or general partner of the
Fund or of the Fund's investment adviser.
(B) No less frequently than annually, the Company must furnish to the
Board of Directors for each Client Fund a written report that:
(A) describes any issues arising under the Code since the last
report to the Board of Directors, including, but not limited to,
information about material violations of the Code or procedures
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and sanctions imposed in response to material violations, and (B)
certifies that the Company has adopted procedures reasonably
necessary to prevent Access Persons from violating the Code;
provided, however, that this requirement does not apply to the
Company with respect to any particular Fund unless (i) the
Company is an affiliated person of the Fund or of the Fund's
investment adviser; or (ii) an officer, director or general
partner of the Company serves as an officer, director or general
partner of the Fund or of the Fund's investment adviser.
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FUNDS DISTRIBUTOR, INC.
PREMIER MUTUAL FUND SERVICES, INC.CODE OF ETHICS
AGREEMENT AND DISCLOSURE
I acknowledge receipt of the Code of Ethics dated May 1, 2000 and, in
consideration of my employment with the Company, agree to abide by the terms of
the policies set forth therein. I understand that my obligations under these
policies may not be changed or modified, released, discharged, abandoned or
terminated, in whole or in part, except by an instrument in writing signed by a
duly authorized officer of the Company. I further understand that my obligation
to abide by these policies is ongoing (both during and after my employment with
the Company) and I agree to promptly disclose to the General Counsel any
exceptions to or potential conflicts with this agreement that exist now or may
arise in the future. I acknowledge that neither this agreement nor the Code of
Ethics is meant to vary or supersede the regular terms and conditions of my
employment with the Company or to constitute an employment contract.
In the space below list any exceptions to the Code of Ethics or other
matters that you feel should be disclosed. Specifically, you should list any
existing or potential conflicts of interest and any directorships, partnerships,
officerships, or other positions held in unaffiliated business organizations.
You should list those positions even if you serve at the request of or with the
permission of the Company. Please also disclose the positions of any related
persons if so required by the Company's policy on conflicts of interests.
All necessary disclosures should be made on this form even if they have
been previously disclosed to the Company.
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Are you an Access Person? See definition in Part B.
|_| YES |_| NO
Please indicate all positions, employment or offices that you currently hold, or
that you have been nominated to hold, with Fund Clients.
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In addition, I certify the following:
o I have not been convicted within 10 years of any felony or misdemeanor
involving the purchase or sale of any security or arising out of conduct as
an underwriter, broker, dealer, investment adviser, municipal securities
dealer, government securities broker, government securities dealer,
transfer agent, or entity or person required to be registered under the
Commodity Exchange Act, or as an affiliated person, salesman, or employee
of any investment company, bank, insurance company, or entity or person
required to be registered under the Commodity Exchange Act; nor has any
affiliate been do convicted.
o I have not been, by reason of any misconduct, permanently or temporarily
enjoined by order, judgment, or decree of any court of competent
jurisdiction from acting as an underwriter, broker, dealer, investment
adviser, municipal securities dealer, government securities broker,
government securities dealer, transfer agent, or entity or person required
to be registered under the Commodity Exchange Act, or as an affiliated
person, salesman, or employee of any investment company, bank, insurance
company, or entity or person required to be registered under the Commodity
Exchange Act, or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or
sale of any security; nor has any affiliate been do enjoined.
Employee Signature:______________________________Date:________________
Employee Name (please print or type):____________________________________
Title:_______________________________ Phone extension:__________________
PLEASE COMPLETE, SIGN AND DATE THIS AGREEMENT, DETACH THIS PAGE AND SEND IT
UNDER CONFIDENTIAL COVER TO THE ATTENTION OF PATRICK W. MCKEON,
V.P.-DIRECTOR OF COMPLIANCE. YOU SHOULD RETAIN A COPY OF THIS AGREEMENT FOR
YOUR OWN RECORDS.
<PAGE>
Appendix A
Reg. ss. 240.16a-1
(a) The term "beneficial owner" shall have the following applications:
* * * *
(2) Other than for purposes of determining whether a person is a
beneficial owner of more than ten percent of any class of equity securities
registered under Section 12 of the Act, the term beneficial owner shall mean any
person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or indirect
pecuniary interest in the equity securities, subject to the following:
(i) The term pecuniary interest in any class of equity securities shall
mean the opportunity, directly or indirectly, to profit or share in any profit
derived from a transaction in the subject securities.
(ii) The term indirect pecuniary interest in any class of equity
securities shall include, but not be limited to:
(A) Securities held by members of a person's immediate family sharing
the same household; provided, however, that the presumption of such
beneficial ownership may be rebutted; see also ss. 240.16a-1(a)(4);
(B) A general partner's proportionate interest in the portfolio
securities held by a general or limited partnership. The general
partner's proportionate interest, as evidenced by the partnership
agreement in effect at the time of the transaction and the
partnership's most recent financial statements, shall be the greater
of:
(1) The general partner's share of the partnership's profits,
including profits attributed to any limited partnership interests held
by the general partner and any other interests in profits that arise
from the purchase and sale of the partnership's portfolio securities;
or
(2) The general partner's share of the partnership capital
account, including the share attributable to any limited partnership
interest held by the general partner.
(C) A performance-related fee, other than an asset-based fee, received
by any broker, dealer, bank, insurance company, investment company,
investment adviser, investment manager, trustee or person or entity
performing a similar function; provided, however, that no pecuniary
interest shall be present where:
<PAGE>
(1) The performance-related fee, regardless of when payable, is
calculated based upon net capital gains and/or net capital
appreciation generated from the portfolio or from the fiduciary's
overall performance over a period of one year or more; and
(2) Equity securities of the issuer do not account for more than
ten percent of the market value of the portfolio. A right to a
nonperformance-related fee alone shall not represent a pecuniary
interest in the securities;
(D) A person's right to dividends that is separated or separable from
the underlying securities. Otherwise, a right to dividends alone shall
not represent a pecuniary interest in the securities;
(E) A person's interest in securities held by a trust, as specified
inss.240.16a-8(b); and
(F) A person's right to acquire equity securities through the exercise
or conversion of any derivative security, whether or not presently
exercisable.
(iii) A shareholder shall not be deemed to have a pecuniary interest in
the portfolio securities held by a corporation or similar entity in which the
person owns securities if the shareholder is not a controlling shareholder of
the entity and does not have or share investment control over the entity's
portfolio.
* * * *
(e) The term "immediate family" shall mean any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.
Section 2 of the Investment Company Act of 1940
(a) When used in this subchapter, unless the context otherwise requires -
* * * *
[Control]
(9) "Control" means the power to exercise a controlling influence over
the management or policies of a company, unless such power is solely the result
of an official position with such company.
Any person who owns beneficially, either directly or through one or
more controlled companies, more than 25 per centum of the voting securities of a
company shall be presumed to control such company. Any person who does not so
own more than 25 per centum of the voting securities of any company shall be
presumed not to control such company. A natural person shall be presumed not to
be a controlled person within the meaning of this subchapter. Any such
<PAGE>
presumption may be rebutted by evidence, but except as hereinafter provided,
shall continue until a determination to the contrary made by the [SEC] by order
either on its own motion or on application by an interested person. If an
application filed hereunder is not granted or denied by the Commission within
sixty days after filing thereof, the determination sought by the application
shall be deemed to have been temporarily granted pending final determination of
the Commission thereon. The Commission, upon its own motion or upon application,
may by order revoke or modify any order issued under this paragraph whenever it
shall find that the determination embraced in such original order is no longer
consistent with the facts.
* * * *
[Security]
(36) "Security" means any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral-trust certificate, preorganization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put, call,
straddle, option, or privilege on any security (including a certificate of
deposit) or on any group or index of securities (including any interest therein
or based on the value thereof), or any put, call, straddle, option, or privilege
entered into on a national securities exchange relating to foreign currency, or,
in general, any interest or instrument commonly known as a "security", or any
certificate of interest or participation in, temporary or interim certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
any of the foregoing.
